Corporate Governance

 

SolGold moved from the AIM Board to the Main Board of the London Stock Exchange in October 2017 via a standard listing. Accordingly, it is only required to comply with the relevant Listing Rules, the Disclosure and Transparency Rules of the UK Corporate Governance Code (the “Code”) and the Prospectus Rules, but not the super-equivalent provisions of the Listing Rules which apply to companies with a premium listing. The Directors are, however, committed to maintaining high standards of corporate governance as detailed in the Company’s Corporate Charter and continue to voluntarily adopt and comply with the Quoted Company Alliance Code (“QCA Code”).

Given the Company’s size, stage of development and resources, the Directors acknowledge that adhere to certain provisions of the QCA Code may be delayed until such time as the Directors are able to fully adopt them. In particular, the Company has not established a nominations committee, as it is considered unnecessary at this stage of the Company’s development. The Board as a whole will consider potential Director appointment on a case by case basis.

The Company is also subject to various corporate laws and regulations in Canada and Australia as a result of being a reporting issuer in Canada and a registered foreign corporation in Australia.

It is the Board’s policy to maintain independence by a number of its members as Non-Executive Directors who are free from any major business or other relationship with the Company. The structure of the Board is designed to ensure that no one individual or group is able to dominate the decision making process.

The Board of SolGold plc is currently made up of one Executive Directors and five Non-Executive Directors. Messer John Bovard, Dr. Robet Weinberg, Craig Jones and James Claire are considered to be independent by the Board. Brian Moller chairs the Board and Nicholas Mather is an Executive Director.

Dr Robert Weinberg is considered to be the Company’s Senior Independent Director (SID). The role of the SID is to be available to shareholders to discuss any concerns they may have about running of the Company where the normal channels of communication are not appropriate. The SID is usually expected to lead discussions at meetings of Non-Executive Directors without the Chairman present on an annual basis.

The Board ordinarily meets on a monthly basis providing effective leadership and overall control and direction of the Company’s affairs through the schedule of matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure, acquisitions and disposals, risk management policies and the approval of the financial statements.Formal agendas, papers and reports are sent to the directors in a timely manner, prior to Board meetings.The Board also receives summary financial and operational reports before each Board meeting. The Board delegates certain of its responsibilities to management, who have clearly defined terms of reference.

All directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that all Board procedures are followed. Any Director may take independent professional advice at the Company’s expense in the furtherance of his duties.

The Company currently have an Audit and Risk Management, Remuneration and Health, Safety, Environment and Community (HSEC) Committees, which are described more fully below.

Audit and Risk Management Committee

The Audit and Risk Management Committee, meets not less than twice a year and is responsible for ensuring that the financial performance, position and prospects of the Group are properly monitored as well as liaising with the Company's auditors to discuss accounts and the Group's internal controls.

The members of the Audit and Risk Management Committee are John Bovard (as Chair), Brian Moller and Robert Weinberg. The Executive Directors attend meetings by invitation, if appropriate.

Remuneration Committee

The Remuneration Committee meets at least once a year and is responsible for making decisions on directors.

Remuneration of any Executive Directors is established by reference to the remuneration of Executives of equivalent status both in terms of the level of responsibility of the position and by reference to their job qualifications and skills. The Remuneration Committee will also have regard to the terms which may be required to attract an executive of equivalent experience to join the Board from another company. Such packages include performance related bonuses and the grant of share options.

The members of the Remuneration Committee are John Bovard (as Chair), Robert Weinberg, Nick Mather and Brian Moller.

Health, Safety, Environment and Community Committee (HSEC Committee)

The HSEC Committee is responsible for the overall health, safety and environmental performance of the Company and its operations and its relationship with the local community. The full Board of the Company currently fulfils this role.